NORTHWEST EQUITY CORP
10QSB, 1997-02-14
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the quarter ended December 31, 1996
                         Commission file number 0-24606

                             NORTHWEST EQUITY CORP.
        (exact name of small business issuer as specified in its charter)

     
           Wisconsin                                    39-1772981              
(State or other jurisdiction of                      (I.R.S. Employer   
 incorporation or organization)                    Identification No.)          
                                                  
                                    
                                                     

       234 Keller Avenue South
           Amery, Wisconsin                                54001
(Address of principal executive offices)                (Zip code)

                                 (715) 268-7105
                (Issuer's telephone number, including area code)

     Check whether the issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
report(s),  and (2) has been subject to such filing requirements for the past 90
days.
                              (1) Yes __x__ No_____
                              (2) Yes __x__ No_____

     The number of shares  outstanding of the issuer's  common stock,  $1.00 par
value per share, was 929,267 at December 31, 1996.

SIGNATURES

        In accordance with the  requirements  of the Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                      NORTHWEST EQUITY CORP.


Dated:___02/07/96______________       By:    __/s/ Brian L. Beadle__________
                                             (Brian L. Beadle, President
                                             Principal Executive Officer and
                                             Principal Financial and
                                             Accounting Officer)



                                       1
<PAGE>



PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements.

Item 2.  Management's Discussion and Analysis or Plan of Operation.


PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.

        The Registrant is not involved in legal proceedings involving amounts in
the aggregate which management  believes are material to the financial condition
and  results of  operations  of the  Registrant.  (Materiality  is  defined  for
accounting  purposes as $250,000 or more) On October 16, 1996,  the Bank learned
that a Minnesota Bank had commenced a repleven lawsuit against a borrower of the
Bank that involves  several parties claiming  interests in collateral  secured a
General Business Security  Agreement of the Bank. On November 20, 1996, the Bank
filed its answer and a third party complaint  seeking repleven of its collateral
and money judgments against its borrowers, the guarantors,  and other interested
parties. Repleven judgment was entered in favor of the Bank on January 15, 1997.
A money  judgment was filed against a guarantor on December 30, 1996. One of the
guarantors has since filed personal bankruptcy. The Bank will commence an action
to avoid their discharge in bankruptcy court. The Bank is asserting the priority
of its liens against other creditors in state circuit court.  Depending upon the
non-exempt assets of the parties involved, the Bank's legal counsel believes the
Bank should have  sufficient  legal  grounds to expect  recovery from the Bank's
collateral,  personal guarantees,  and the other parties involved.  The Board of
Directors at its meeting October 8, 1996, decided to increase the quarterly loss
allowance to $25,000  until more  information  is available to make a reasonable
estimate of any losses that may occur.  The Board  continued  this policy at its
meeting held December 10, 1996, because a reasonable estimate still could not be
determined.  As soon as the Board can  identify  and  quantify the amount of the
loss,  it will book the loss. In order to establish an order of magnitude of the
loss potential,  a worst case scenario of no recovery on a loan of $525,000 plus
an  overdraft  of $83,000  less the current  amount in the loan loss  reserve of
$298,000  allocated or available to be allocated to this loan,  would produce an
after-tax loss of approximately $186,000.

Item 2. Changes in Securities.  None

Item 3. Defaults upon Senior Securities.  None

Item 4. Submission of Matters to a Vote of Security Holders.   None

Item 5. Other  Information.  None

Item 6. Exhibits and Reports on Form 8-k.

     a. No  reports on Form 8-K were filed  during  the  quarter  for which this
        report was filed.



                                       2
<PAGE>




                           NORTHWEST EQUITY CORP. AND SUBSIDIARY
                                CONSOLIDATED BALANCE SHEETS
                                      (In Thousands)

                                                        December 31,
                                                            1996      March 31,
                              ASSETS                    (unaudited)     1996
                                                        -----------     ----

Cash - including interest bearing deposits of $2,217
     at December 31, 1996 and $2,465 at March 31, 1996      $3,412      $3,412
Securities available- for- sale - fair value                 3,019       2,859
Mortgage backed securities - market value of $7,584
     at December 31, 1996 and $5,386 at March 31, 1996       7,567       5,373
Loans held for sale - at market                                429         717
Loans receivable - net                                      77,810      69,963
Foreclosed properties and properties subject to foreclosure     73         127
Investment in Federal Home Loan Bank stock at
     cost - which approximates fair value                      852         803
Premises and equipment                                       2,370       2,199
Accrued interest receivable                                    580         602
Prepaid expenses and other assets                              406         300
                                                              ----         ---
TOTAL ASSETS                                               $96,518     $86,355
                                                           =======     =======

               LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
     Savings accounts                                      $62,440     $57,256
     Advances from Federal Home Loan Bank                   16,045      12,556
     Other borrowed money                                    5,711       4,356
     Accounts payable and accrued expenses                     409         308
     Accrued income taxes                                       86          15
                                                               ---          --
          Total liabilities                                 84,691      74,491
Stockholders' Equity
     Preferred stock - $1 par value per share; 
      2,000,000 shares authorized; none issued                - -         - -
     Common stock - $1 par value per share; 4,000,000 shares 
      authorized; 1,032,517 shares issued and outstanding    1,033       1,033
     Additional paid-in capital                              6,584       6,584
     Net unrealized loss on securities available for sale      (14)        (34)
     Less unearned restricted stock plan award                (147)       (319)
     Less unearned Employee Stock Ownership
       Plan compensation                                      (594)       (699)
     Less treasury stock - at cost - 103,250 shares         (1,105)       (561)
     Retained earnings - substantially restricted            6,070       5,860
                                                            ------       -----
        Total stockholders' equity                          11,827      11,864
                                                           -------      ------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $96,518     $86,355
                                                           =======     =======

           See accompanying Notes to Consolidated Financial Statements




                                       3
<PAGE>
<TABLE>
                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                        (UNAUDITED)
                        (In Thousands except for per share amounts)
<CAPTION>

                                                 Three Months Ended     Nine Months Ended
                                                     December 31,           December 31,
                                                    1996       1995       1996       1995
<S>                                              <C>        <C>        <C>        <C>    
Interest income:
     Interest and fees on loans                   $1,708     $1,527     $4,979     $4,353
     Interest on mortgage-backed securities          139        119        421        252
     Interest and dividends on investments            56         48        173        154
                                                                ---       ----        ---
        Total interest income                      1,903      1,694      5,573      4,759
                                                   -----      -----      -----      -----

Interest expense:
     Interest on savings                             738        691      2,165      1,930
     Interest on borrowings                          314        198        869        481
                                                    ----       ----       ----        ---
        Total interest expense                     1,052        889      3,034      2,411
                                                   -----       ----      -----      -----
          Net interest income                        851        805      2,539      2,348
Provision for loan losses                             25          6         56         18
                                                     ---         --        ---         --

Net interest income after provision for loan losses  826        799      2,483      2,330
                                                     ---        ---      -----      -----

Other income:
     Mortgage servicing fees                          20         19         58         54
     Service charges on deposits                      59         58        171        177
     Gain on sale of mortgage loans                   18         29         48         47
     Other                                            49         12        150         89
                                                     ---        ---       ----         --
        Total other income                           146        118        427        367
                                                     ---        ---       ----        ---

General and administrative expenses:
     Salaries and employee benefits                  278        298        901        754
     Net occupancy expense                           107         68        241        191
     Data processing                                  31         32         98        101
     Federal insurance premiums                        0         32        418         94
     Other                                           131        175        420        451
                                                     ---        ---       ----        ---
        Total general and administrative expense     547        605      2,078      1,591
                                                     ---        ---      -----      -----

Income before income taxes                           425        312        832      1,106
                                            `            `
        Income taxes                                 177        141        349        472
                                                     ---        ---        ---        ---

Net income                                          $248       $171       $483       $634
                                                    ====       ====       ====       ====

Earnings per share:                                $0.29      $0.18      $0.55      $0.68
                                                   -----      -----      -----      -----

                See accompanying Notes to Consolidated Financial Statements

</TABLE>

                                              4
<PAGE>


<TABLE>


                                                   NORTHWEST EQUITY CORP. AND SUBSIDIARY
                                               CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
                                                                (UNAUDITED)
                                                              (In Thousands)




<CAPTION>
                                                                    Unrealized
                                                                     Gain(Loss)              Unearned
                                                         Additional On Securities  Unearned    ESOP
                                                  Common  Paid-in    Available    Restricted  Compen-  Treasury   Retained
                                                  Stock   Capital    For Sale       Stock     sation    Stock     Earnings   Total
Nine Months Ended December 31, 1995
<S>                                               <C>       <C>       <C>          <C>        <C>      <C>        <C>     <C>
Balance - March 31, 1995                           $1,033    $6,584      (107)       - -        (826)     - -       5354    12,038

  Net income                                         - -       - -       - -         - -        - -       - -        634       634
  Adjustment of carrying value of securities 
   available for sale, net of deferred taxes of $63  - -       - -         97        - -        - -       - -       - -         97
  Amortization of unearned ESOP and restricted
   stock award                                       - -       - -       - -         (389)        94      - -       - -       (295)
     Purchase of Treasury Stock                      - -       - -       - -         - -        - -       (561)     - -       (561)
     Cash dividends - $.08 per share                 - -       - -       - -         - -        - -       - -       (248)     (248)
Balance - December 31, 1995                        $1,033    $6,584      ($10)      ($389)     ($732)    ($561)   $5,740   $11,665
                                                   ======    ======      =====      ======     ======    ======   ======   =======



Nine Months Ended December 31, 1996

Balance - March 31, 1996                           $1,033    $6,584      ($34)      ($319)     ($699)    ($561)   $5,860   $11,864

  Net income                                         - -       - -       - -         - -        - -       - -        483       483
  Adjustment of carrying value of securities
   available for sale, net of deferred taxes of $14  - -       - -         21        - -        - -       - -       - -         21
     Amortization of unearned ESOP and restricted                                                                                   
       stock award                                   - -       - -       - -          172        105      - -       - -        277
     Purchase of Treasury Stock                      - -       - -       - -         - -        - -       (544)     - -       (544)
     Cash dividends - $.10 per share                 - -       - -       - -         - -        - -       - -       (274)     (274)


Balance - December 31, 1996                        $1,033    $6,584      ($13)      ($147)     ($594)  ($1,105)   $6,069   $11,827
                                                   ======    ======      =====      ======     ======  ========   ======   =======


                                    See accompanying Notes to Consolidated Financial Statements
</TABLE>




                                                                 5
<PAGE>


                           NORTHWEST EQUITY CORP. AND SUBSIDIARY
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (UNAUDITED)
                                      (In Thousands)
                                Nine Months Ended
                                  December 31,
                                                                1996      1995
Cash provided by operating activities:
     Net income                                                 $483      $634
        Adjustments to reconcile net income to net cash
         provided by operations:
          Depreciation                                           110        73
          Provision for loan losses                               56        18
          Amortization of ESOP and restricted stock awards       277      - -
          Proceeds from sales of mortgage loans                4,295     4,878
          Loans originated for sale                           (3,959)   (4,831)
          Decrease (increase) accrued interest receivable         22       (52)
          Decrease(increase) prepaid expenses and other assets  (106)      (30)
          Increase (decrease) accrued interest payable           (17)       16
          Increase(decrease) accrued income taxes payable         71       (34)
          Increase(decrease) other accrued liabilities           118        (2)
                                                                ----       ---
        Net cash provided by operating activities              1,350       670
                                                               -----       ---

Cash provided by investing activities:
     Principal collected on long-term loans                   20,937    16,119
     Long-term loans originated or acquired                  (28,950)  (26,712)
     Purchases of mortgage-backed securities                  (2,766)   (3,917)
     Principal collected on mortgage-backed securities           572       384
     Proceeds from sale of foreclosed property                   137      - -
     Purchase of office properties and equipment                (281)     (312)
     Purchase of investments                                    (209)     (317)
                                                                -----     -----
        Net cash provided by (used in) investing activities  (10,560)  (14,755)
                                                             --------  --------

Cash provided by financing activities:
     Net increase (decrease) in savings accounts               5,184     5,885
     Net increase(decrease) in short term borrowings          (2,564)    8,752
     Repayments of long-term financing                          (861)     (600)
     Proceeds from long-term financing                         8,269       550
     Purchases of treasury stock                                (544)     (561)
     Acquisition of common stock for awards                     - -       (459)
     Dividends paid                                             (274)     - -
                                                               ------     ---
        Net cash provided by (used in) financing activities    9,210    13,567
                                                               -----     ------

Increase (decrease) in cash and equivalents                        0      (518)
     Cash and equivalents - beginning                          3,412     3,086
                                                               -----     -----
     Cash and equivalents - ending                            $3,412    $2,568
                                                              ======    ======

Supplemental disclosures of cash flow information:
     Loans receivable transferred to foreclosed properties
        and properties subject to foreclosure                    $83      $125
     Properties subject to foreclosure transferred to
        loans receivable                                      $ - -     $ - -

           See accompanying Notes to Consolidated Financial Statements


                                       6
<PAGE>





                      NORTHWEST EQUITY CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies:

        The accompanying  unaudited  consolidated financial statements have been
prepared by the Company in accordance with the accounting  policies described in
the Bank's audited  financial  statements for the year ended March 31, 1996, and
should be read in  conjunction  with the  financial  statements  and notes  that
appear in that report.  These  statements do not include all the information and
disclosures required by generally accepted accounting principles. In the opinion
of  management,  all  adjustments  (consisting  of  normal  recurring  accruals)
considered for a fair presentation have been included.




















                                       7
<PAGE>









                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS OF
                             NORTHWEST EQUITY CORP.

Comparison of Operating Results for the Three Months Ended December 31, 1995 and
December 31, 1996

Net Income

Net income for the three months ended  December 31, 1996,  increased  $77,000 or
45.0% to $248,000  compared to $171,000 for the three months ended  December 31,
1995.  The increase in net income was primarily due to an increase of $46,000 in
net interest  income from $805,000 for the three months ended December 31, 1995,
to $851,000  for the three months  ended  December 31, 1996,  and an increase of
$28,000 in total other income from $118,000 for the three months ended  December
31, 1995,  to $146,000 for the three  months  ended  December 31, 1996.  Federal
insurance  expense  decreased  $32,000  from  $32,000 for the three months ended
December 31,  1995,  to $0 for the three  months  ended  December 31, 1996.  The
reduction stems from recent  legislation that  recapitalized the Federal Deposit
Insurance Corporation (FDIC) fund insuring deposits in savings institutions with
a one time Special  Assessment.  The  assessment for the Company of $350,000 was
expensed in the three months  ended  September  30,  1996.  In exchange for this
one-time  assessment,  the future premiums paid to the Savings  Association Fund
(SAIF) will be reduced by about 70 percent,  to 6.4 cents from 23 cents per $100
of deposits  beginning January 1, 1997. The premium paid for the last quarter of
the calendar year was refunded. Salaries and employee benefits decreased $20,000
from $298,000 for the three months ended  December 31, 1995, to $278,000 for the
three months  ended  December  31,  1996.  The decrease  reflects a reduction of
$38,000 in expense from  accounting for the Company's  stock incentive plan from
$70,000 for the three months ended  December 31, 1995,  to $32,000 for the three
months ended  December 31, 1996.  The  accounting for this expense did not begin
until the approval of the Company's  stock  incentive  plan in October 1995; and
required under applicable accounting standards that 61.1% of the three-year cost
be amortized in the first year after approval.  The $32,000 amount will continue
through  September  30,  1997,  when it will be reduced to $13,000 for the final
year ending September 30, 1998.

Net Interest Income

Net interest  income  increased  by $46,000  from  $805,000 for the three months
ended  December  31, 1995,  to $851,000 for the three months ended  December 31,
1996.  Interest income  increased  $209,000 to $1.9 million for the three months
ended  December  31,  1996,  compared to $1.7 million for the three months ended
December  31, 1995,  while  interest  expense  increased  only  $163,000 to $1.1
million for the three months ended  December  31,  1996,  from  $889,000 for the
three months ended December 31, 1995. Net interest  margin  decreased from 4.17%
for the three  months ended  December  31,  1995,  to 3.77% for the three months
ended  December  31,  1997.  The  interest of $28,000 for the three months ended
December 31, 1996,  from the commercial loan discussed in Part II, Item 1. Legal
Proceedings  changed from an accrued to non-accrual status and represents 0.13 %
of the decrease in net interest margin.  The remaining  decrease in net interest
margin  is  partially  due to the  purchase  of  lower-yielding  mortgage-backed
securities to meet the Department of Financial  Institutions increased liquidity
requirements.  The Average yield on mortgage-backed securities was 7.29% for the
three months ended December 31, 1996, compared to the average yield of 8.68% for
total loans for the three months ended  December 31, 1996.  The  mortgage-backed
securities  were purchased with advances with an average yield  including  other
borrowed money of 5.97% for the three months ended  December 31, 1996,  compared
to the  average  yield on total  deposits  of 4.72% for the three  months  ended
December 31, 1996.  The  combination  of funding the purchase of  lower-yielding
assets with higher-yielding liabilities acted to lower the net interest margin.



                                       8
<PAGE>


MANAGEMENT'S DISCUSSION (CONT.)

Interest Income

Interest income increased $209,000 or 12.3% to $1.9 million for the three months
ended  December  31,  1996,  compared to $1.7 million for the three months ended
December 31, 1995. Of the increase,  $181,000 was due to an increase in interest
and fees on loans to $1.7 million for the three months ended  December 31, 1996,
compared to $1.5  million for the three months  ended  December  31, 1995.  This
increase  was due to the  increase in the average  outstanding  balance of total
loans to $78.7 million for the three months ended December 31, 1996, compared to
$67.8  million for the three  months ended  December  31, 1995.  The increase in
total loans  reflects the general  increase in mortgage  interest rates over the
comparable  periods that encouraged the bank's customers to seek adjustable rate
loans that are held in house as opposed to fixed-rate loans that are sold on the
secondary  market.  The  remaining  increase  was due to a $20,000  increase  in
interest on  mortgage-backed  and related  securities  to $139,000 for the three
months  ended  December  31,  1996,  from  $119,000  for the three  months ended
December  31,  1995.  This  increase  was  due to an  increase  in  the  average
outstanding  balance of mortgage  backed  securities  from $5.6  million for the
three three months ended December 31, 1995, to an average outstanding balance of
$7.6 million for the three months ended  December 31, 1996. The increase was the
result  of the  purchase  of  $2.8  million  of  additional  securities  to meet
increased Wisconsin Department of Financial Institutions liquidity requirements.
Interest on investments  increased  $8,000 to $56,000 for the three months ended
December 31, 1996,  compared to $48,000 for the three months ended  December 31,
1995.

Interest Expense

Interest  expense  increased  $163,000  or 18.3% to $1.1  million  for the three
months ended December 31, 1996,  compared to $889,000 for the three months ended
December 31, 1995.  Interest on savings increased $47,000 or 6.80% from $691,000
for the three months ended  December 31, 1995,  to $738,000 for the three months
ended  December  31,  1996.  The  increase  reflects  an increase in the average
outstanding  balances of total  deposits to $62.4  million for the three  months
ended December 31, 1996,  from an average  outstanding  balance of $55.3 million
for the three months ended December 31, 1995.  Interest on borrowings  increased
$116,000 or 58.6% from $198,000 for the three months ended December 31, 1995, to
$314,000 for the three months ended December 31, 1996. The increase  reflects an
increase in the average  outstanding  balance of advances  and other  borrowings
from $13.1  million for the three  months  ended  December  31,  1995,  to $21.0
million for the three months ended  December 31, 1996.  The increase in advances
and  other  borrowings  was used to fund the  increase  in  assets  between  the
periods.

Provision for Loan Losses

The provision for loan losses increased  $19,000 to $25,000 for the three months
ended December 31, 1996,  compared to $6,000 for the three months ended December
31,  1995.  The  increase  reflects  the Board of  Directors'  recognition  of a
commercial  loan that  appeared on the  September  30, 1996,  watch list for the
first time. Unable to make an informed estimate of the loss potential, the Board
decided  to  establish  an  increased   quarterly  loss  allowance   until  more
information  is available  to make a reasonable  estimate of any losses that may
occur (See Part II, Item 1, Legal  Proceedings).  The  allowance for loan losses
totaled  $479,000 at December  31,  1996,  compared to $437,000 at December  31,
1995,  and  represented  0.61% and 0.63% of gross  loans and 34.3% and 117.5% of
non-performing  loans,  respectively.  When  compared to the  allowance for loan
losses calculation that is based on a three year actual loss average,  the Board
of Directors  believes the allowance for loan losses is at an adequate  level to
provide for  potential  loan losses and that future  provisions  for loan losses
will be at levels necessary to cover only  charge-offs and general  increases in
gross  loans.  The  non-performing  assets  to total  assets  ratio was 1.54% at
December 31, 1996, compared to 0.64% at December 31, 1995.

                                       9
<PAGE>



MANAGEMENT'S DISCUSSION (CONT.)

Other Income

Total other income  increased  23.7% or $28,000 to $146,000 for the three months
ended  December  31,  1996,  compared to  $118,000  for the three  months  ended
December 31,  1995.  The  increase  was  primarily  due to and increase in other
income of $37,000 from $12,000 for the three months ended  December 31, 1995, to
$49,000 for the three months ended December 31, 1996. The other income  increase
was  primarily  due to an  increase of $34,000 in profit on sale of lots from $0
for the three months  ended  December  31,1995,  to $34,000 for the three months
ended December 31, 1996, in the Bank's  subsidiary.  Service charges on deposits
increased  $1,000 to $59,000  for the three  months  ended  December  31,  1996,
compared, to $58,000 for the three months ended December 31, 1995. The increases
were offset by a $11,000  decrease in gain on sale of mortgage  loans to $18,000
for the three months ended December 31, 1996, compared, to $29,000 for the three
months ended December 31, 1995.

General and Administrative Expenses

General and  administrative  expenses decreased $58,000 or 9.59% to $547,000 for
the three  months ended  December  31, 1996,  compared to $605,000 for the three
months ended December 31, 1995. Salaries and employee benefits decreased $20,000
from $298,000 for the three months ended  December 31, 1995, to $278,000 for the
three months  ended  December  31,  1996.  The decrease  reflects a reduction of
$38,000 in expense from  accounting for the Company's  stock incentive plan from
$70,000 for the three months ended  December 31, 1995,  to $32,000 for the three
months ended  December 31, 1996.  The  accounting for this expense did not begin
until the approval of the Company's  stock  incentive  plan in October 1995; and
required under applicable accounting standards that 61.1% of the three-year cost
be amortized in the first year after  approval.  The $32,000 per quarter  amount
will continue through September 30, 1997, when it will be reduced to $13,000 per
quarter for the final one-year period ending  September 30, 1998. Other expenses
decreased $44,000 from $175,000 for the three months ended December 31, 1995, to
$131,000  for the three  months  ended  December  31,  1996.  This  decrease was
primarily due to a decrease of $44,000 in legal fees in the holding company from
$45,000 for the three  months ended  December 31, 1995,  to $1,000 for the three
months ended December 31, 1996. The legal expenses for the period ended December
31, 1995, included one-time fees for the establishment of the employee incentive
plans. Net occupancy expense increased $39,000 from $68,000 for the three months
ended  December  31, 1995,  to $107,000 for the three months ended  December 31,
1996, and reflects the  depreciation  expense  associated  with the addition and
remodeling  project to the New Richmond office location completed in June, 1996,
and the purchase of new  computer  equipment  for all three  offices in October,
1996.  Federal  insurance  expense  decreased $32,000 from $32,000 for the three
months ended  December 31, 1995,  to $0 for the three months ended  December 31,
1996. The reduction stems from recent legislation that recapitalized the Federal
Deposit  Insurance   Corporation   (FDIC)  fund  insuring  deposits  in  savings
institutions with a one time Special Assessment.  The assessment for the Company
of $350,000  was  expensed in the three months  ended  September  30,  1996.  In
exchange for this one-time  assessment,  the future premiums paid to the Savings
Association  Fund (SAIF) will be reduced by about 70 percent,  to 6.4 cents from
23 cents per $100 of deposits  beginning  January 1, 1997.  The premium paid for
the last quarter of the calendar  year was refunded.  (See Current  Developments
Section).

Income Tax Expense

Income tax expense increased $36,000 or 25.5% from $141,000 for the three months
ended  December  31, 1995,  to $177,000 for the three months ended  December 31,
1996. The increase in income tax expense is the direct result of the increase in
income  before  taxes of $113,000 or 36.2% from  $312,000  for the three  months
ended  December  31, 1995,  to $425,000 for the three months ended  December 31,
1996.  The effective tax rate for the three months ended  December 31, 1996, was
41.7% compared to 45.2% for the three months ended December 31, 1995.

                                       10
<PAGE>


MANAGEMENT'S DISCUSSION (CONT.)


Comparison of Operating  Results for the Nine months Ended December 31, 1995 and
December 31, 1996

Net Income

Net income for the nine months ended  December 31, 1996,  decreased  $151,000 or
23.8% to $483,000  compared to $634,000 for the nine months  ended  December 31,
1995.  The  decrease  in net income  was  primarily  due to a one time  $350,000
Federal Deposit Insurance  Corporation  (FDIC) Special  Assessment for the three
months ended September  301996.  The charge stems from recent  legislation  that
recapitalizes  the FDIC fund  insuring  deposits  in  savings  institutions.  In
exchange for this one-time  assessment,  the future premiums paid to the Savings
Association  Fund (SAIF) will be reduced by about 70 percent,  to 6.4 cents from
23 cents  per $100 of  deposits.  The  charge  will be more  than  offset by the
reduction in future premiums (See Current  Developments  Section).  Salaries and
employee  benefits  increased  $147,000  from $754,000 for the nine months ended
December 31, 1995, to $901,000 for the nine months ended  December 31, 1996. The
increase is  primarily  due to an increase in expense  from  accounting  for the
Company's stock incentive plan of $102,000 to $172,000 for the nine months ended
December  31, 1996,  from  $70,000 for the nine months ended  December 31, 1995.
Under applicable accounting standards, 61.1% of the three-year cost is amortized
in the first  year.  The  accounting  for this  expense  did not begin until the
approval of the Company's  stock  incentive  plan in October 1995; and therefore
only one quarter of this  expense was taken for the nine months  ended  December
31,  1995.  The  increase in  expenses  was  partially  offset by an increase of
$191,000  in net  interest  income from $2.3  million for the nine months  ended
December 31, 1995, to $2.5 million for the nine months ended  December 31, 1996,
and an  increase of $60,000 in total other  income  from  $367,000  for the nine
months ended  December 31, 1995, to $427,000 for the nine months ended  December
31, 1996

Net Interest Income

Net interest income  increased by $191,000 from $2.3 million for the nine months
ended  December 31, 1995, to $2.5 million for the nine months ended December 31,
1996.  Interest  income  increased  $814,000 to $5.6 million for the nine months
ended  December  31,  1996,  compared to $4.8  million for the nine months ended
December  31, 1995,  while  interest  expense  increased  only  $623,000 to $3.0
million for the nine months ended  December 31, 1996,  from $2.4 million for the
nine months ended December 31, 1995. The Bank's net interest margin decreased to
3.87% for the nine  months  ended  December  31,  1996,  from 4.31% for the nine
months ended December 31, 1995. The interest on the commercial loan discussed in
Part II, Item 1. Legal Proceedings of $28,000 for the nine months ended December
31, 1996, changed from an accrued to non-accrual status and represents 0.04 % of
the  decrease in net interest  margin.  The  remaining  decrease in net interest
margin  is  partially  due to the  purchase  of  lower-yielding  mortgage-backed
securities to meet the Department of Financial  Institutions increased liquidity
requirements.  The Average yield on mortgage-backed securities was 7.25% for the
nine months ended December 31, 1996,  compared to the average yield of 8.78% for
total loans for the nine months ended  December 31,  1996.  The  mortgage-backed
securities  were purchased with advances with an average yield  including  other
borrowed money of 5.80% for the nine months ended December 31, 1996, compared to
the average yield on total  deposits of 4.70% for the nine months ended December
31, 1996. The combination of funding the purchase of lower-yielding  assets with
higher-yielding liabilities acted to lower the net interest margin.

Interest Income

Interest  income  increased  $814,000 or 17.0%  to   $5.6 million for the nine
months ended  December  31,  1996,  compared to $4.8 million for the nine months
ended  December 31, 1995.  Of the  increase,  $626,000 was due to an increase in
interest and fees on loans to $5.0  million    for the   nine   months  ended  
December  31, 1996,  compared  to  $4.4   million for   the  nine  months ended 
December 31, 1995.  This  increase  was due to  the


                                       11
<PAGE>

MANAGEMENT'S DISCUSSION (CONT.)

increase in the average  outstanding balance of total loans to $75.6 million for
the nine months ended December 31, 1996,  compared to $64.2 million for the nine
months ended December 31, 1995. The increase in total loans reflects the general
increase in mortgage interest rates over the comparable  periods that encouraged
the bank's  customers  to seek  adjustable  rate loans that are held in house as
opposed to fixed-rate loans that are sold on the secondary market. The remaining
increase was primarily due to a $169,000 increase in interest on mortgage-backed
and related  securities to $421,000 for the nine months ended December 31, 1996,
from $252,000 for the nine months ended December 31, 1995. This increase was due
to an increase in the average  outstanding balance of mortgage backed securities
from $4.6  million for the nine months ended  December  31, 1995,  to an average
balance of $7.7  million for the nine  months  ended  December  31,  1996.  This
increase was the result of the purchase of $2.8 million of additional securities
to meet  increased  Wisconsin  Department  of Financial  Institutions  liquidity
requirements. Interest on investments increased $19,000 to $173,000 for the nine
months ended  December 31, 1996,  compared to $154,000 for the nine months ended
December  31,  1995,  as a result  of an  increase  in the  average  outstanding
balances  of   interest-bearing   deposits  in  other  financial   institutions,
securities held for sale, and Federal Home Loan Bank stock from $3.8 million for
the nine months ended  December  31,  1995,  to $4.2 million for the nine months
ended December 31, 1996.

Interest Expense

Interest expense increased $623,000 or 26.0% to $3.0 million for the nine months
ended  December  31,  1996,  compared to $2.4  million for the nine months ended
December 31,  1995.  Interest on savings  increased  $235,000 or 12.2% from $1.9
million for the nine months ended  December  31,  1995,  to $2.2 million for the
nine months ended  December 31, 1996.  The increase  reflects an increase in the
average  outstanding  balance of total  deposits  to $61.5  million for the nine
months ended December 31, 1996, from an average balance of $53.5 million for the
nine months ended December 31, 1995.  Interest on borrowings  increased $388,000
or 80.7% from $481,000 for the nine months ended  December 31, 1995, to $869,000
for the nine months ended December 31, 1996.  The increase  reflects an increase
in average  outstanding  balance of  advances  and other  borrowings  from $10.2
million for the nine months ended  December 31, 1995,  to $20.0  million for the
nine months  ended  December  31,  1996.  The  increase  in  advances  and other
borrowings was used to fund the increase in assets between the periods.

Provision for Loan Losses

The provision for loan losses  increased  $38,000 to $56,000 for the nine months
ended December 31, 1996,  compared to $18,000 for the nine months ended December
31,  1995.  The  increase  reflects  the Board of  Directors'  recognition  of a
commercial  loan that  appeared on the  September  30, 1996,  watch list for the
first time. Unable to make an informed estimate of the loss potential, the Board
decided  to  establish  a  quarterly   loss  allowance  of  $25,000  until  more
information  is available  to make a reasonable  estimate of any losses that may
occur (See Part II, Item 1, Legal  Proceedings).  The  allowance for loan losses
totaled  $479,000 at December  31,  1996,  compared to $437,000 at December  31,
1995,  and  represented  0.61% and 0.60% of gross  loans and 34.3% and 116.2% of
non-performing  loans,  respectively.  When  compared to the  allowance for loan
losses calculation that is based on a three year actual loss average,  the Board
of Directors  believes the allowance for loan losses is at an adequate  level to
provide for  potential  loan losses and that future  provisions  for loan losses
will be at levels necessary to cover only  charge-offs and general  increases in
gross  loans.  The  non-performing  assets  to total  assets  ratio was 1.54% at
December 31, 1996, compared to 0.64% at December 31, 1995.

Other Income

Total other  income  increased  $60,000 or 16.4% to $427,000 for the nine months
ended December 31, 1996, compared to $367,000 for the nine months ended December
31, 1995. Other income increased  $61,000 from $89,000 for the nine months ended
December 31, 1995, to $150,000 for the nine months ended

                                       12
<PAGE>

MANAGEMENT'S DISCUSSION (CONT.)


December 31, 1996.  The increase is primarily  due to and increase of $46,000 in
real  estate lot sales in the bank's  subsidiary  to $84,000 for the nine months
ended  December  31, 1996,  from $38,000 for the nine months ended  December 31,
1995.

General and Administrative Expenses

General and administrative  expenses increased $487,000 or 30.4% to $2.1 million
for the nine months ended  December  31, 1996,  compared to $1.6 million for the
nine months  ended  December 31, 1995.  The  increase  was  primarily  due to an
increase of $324,000 in Federal  insurance  premiums  from  $94,000 for the nine
months ended  December 31, 1995, to $418,000 for the nine months ended  December
31, 1996. The increase is due to a one-time  $350,000 Federal Deposit  Insurance
Corporation  (FDIC) Special  Assessment for the three months ended September 30,
1996. The charge stems from recent  legislation that recapitalizes the FDIC fund
insuring  deposits  in  savings  institutions.  In  exchange  for this  one-time
assessment, the future premiums paid to the Savings Association Fund (SAIF) will
be reduced by about 70 percent, to 6.4 cents from 23 cents per $100 of deposits.
The charge will be more than offset by the  reduction  in future  premiums  (See
Current Developments Section). Salaries and employee benefits increased $147,000
from  $754,000 for the nine months ended  December 31, 1995, to $901,000 for the
nine months  ended  December  31,  1996.  The  increase is  primarily  due to an
increase in expense from  accounting for the Company's  stock  incentive plan of
$102,000 to $172,000 for the nine months ended  December 31, 1996,  from $70,000
for the nine  months  ended  December  31,  1995.  Under  applicable  accounting
standards,  61.1% of the  three-year  cost is amortized  in the first year.  The
accounting  for this expense did not begin until the  approval of the  Company's
stock  incentive  plan in October 1995;  and therefore  only one quarter of this
expense is included in the nine months ended  December 31, 1995.  Net  occupancy
expense  increased  $50,000 from $191,000 for the nine months ended December 31,
1995, to $241,000 for the nine months ended  December 31, 1996, and reflects the
depreciation  expense associated with the addition and remodeling project to the
New Richmond  office location  completed in June,  1996, and the purchase of new
computer  equipment  for all three  offices in  October,  1996.  Other  expenses
decreased  $31,000 from $451,000 for the nine months ended December 31, 1995, to
$420,000  for the nine  months  ended  December  31,  1996.  This  decrease  was
primarily due to a decrease of $49,000 in legal fees in the holding company from
$67,000 for the nine months ended  December  31,  1995,  to $18,000 for the nine
months ended December 31, 1996. The legal expenses for the period ended December
31, 1995, included one-time fees for the establishment of the employee incentive
plans.

Income Tax Expense

Income tax expense decreased $123,000 or 26.1% from $472,000 for the nine months
ended  December  31, 1995,  to $349,000  for the nine months ended  December 31,
1996.  The decrease in income tax expense is the direct  result of a decrease in
income  before  taxes of $274,000  from $1.1  million for the nine months  ended
December 31, 1995, to $832,000 for the nine months ended  December 31, 1996. The
effective  tax rate for the nine  months  ended  December  31,  1996,  was 42.0%
compared to 42.7% for the nine months ended December 31, 1995.


Financial Condition

Total assets  increased  $10.2 million or 11.8% to $96.5 million at December 31,
1996, compared to $86.4 million at March 31, 1996. The increase is a result of a
$7.8  million or 11.1%  increase  in loans  receivable-net  to $77.8  million at
December 31, 1996,  compared to $70.0 million at March 31, 1996. The increase in
loans  receivable-net  was the result of the expected  seasonal increase of loan
activity  during the spring and summer months.  Cash remained at $3.4 million at
December  31,  1996,  and at  March  31,  1996.  Securities  available  for sale
increased  $160,000  from $2.9  million at March 31,  1996,  to $3.0  million at
December 31,

                                       13
<PAGE>

MANAGEMENT'S DISCUSSION (CONT.)


1996, as the result of an increase in the balance in money market mutual funds.
Mortgage backed and related securities  increased $2.2 million from $5.4 million
on March 31, 1996,  to $7.6  million at December 31, 1996,  as the net result of
the  purchase  of an  $2.8  million  of  additional  securities  The  additional
securities  were  purchased  to meet an  increase in the  liquidity  requirement
imposed by the Wisconsin  Department of Financial  Institutions from 5% to 8% of
selected liabilities.

Savings accounts increased $5.1 million from $57.3 million at March 31, 1996, to
$62.4 million at December 31, 1996. The increase in savings accounts was used to
fund the increase in loans  receivable.  Outstanding  advances  from the Federal
Home Loan Bank  increased  $3.4 million from $12.6 million at March 31, 1996, to
$16.0 million at December 31, 1996.  Of the  increase,  $2.8 million in advances
were used to fund the  purchase of the  additional  mortgage  backed and related
securities  required by the increase in the  Wisconsin  Department  of Financial
Institution's liquidity requirement. The remaining $0.6 million was used to fund
a portion of the increase in loans receivable.

Shareholders  Equity decreased  $37,000 from $11.9 million at March 31, 1996, to
$11.9  million at December 31,  1996.  The decrease is due to the purchase of an
additional  $544,000 in treasury  stock that changed the treasury  stock balance
from ($0.6  million) at March 31, 1996, to ($1.1  million) at December 31, 1996.
This  decrease is offset by the  amortization  of the  unearned  Employee  Stock
Ownership  Plan  compensation  of $105,000 from  ($699,000) on March 31, 1996 to
($594,000) on December 31, 1996;  the  amortization  of the unearned  restricted
stock plan award of $172,000 from ($319,000) at March 31, 1996, to ($147,000) at
December 31, 1996; an increase in the net unrealized loss on securities held for
sale of $20,000  from  ($34,000)  at March 31, 1996 to ($14,000) at December 31,
1996;  and the increase of $210,000 in retained  earnings  from $5.86 million at
March 31, 1996, to $6.07 million at December 31, 1996.


Current Developments

        Deposits of the Bank  currently are insured to applicable  limits by the
FDIC  under the  Savings  Association  Insurance  Fund  ("SAIF").  The FDIC also
insures commercial bank deposits under the Bank Insurance Fund ("BIF").  Premium
levels were set for each fund to facilitate  the fund  achieving its  designated
reserve  ratio.  As the  funds  reach  their  designated  ratios,  the  FDIC has
authority to lower fund premium  assessments to rates sufficient to maintain the
designated reserve ratio. In May 1995, the BIF achieved its designated ratio and
the FDIC  lowered  BIF  premium  rates  for most  BIF-insured  institutions.  In
November  1995,  the FDIC  reduced  assessment  rates by four  cents per $100 of
deposits for all institutions, producing a premium rate schedule ranging from 0%
(i.e.  whereby such institutions will be subject only to a $2,000 minimum annual
premium) to 0.27% of deposits depending on the institution's  risk-based premium
category.  Considering these assessment rate modifications,  the majority of BIF
members paid only a $2,000 minimum annual  premium and,  therefore,  BIF-insured
institutions paid, on average, 0.43 cents per $100 of deposits. The SAIF had not
achieved its designated  reserve ratio and was not anticipated to do so prior to
the year 2001. Therefore,  SAIF premium rates for SAIF-insured members continued
to be set at an average of 23.7 cents per $100 of  deposits.  As a result of the
new  assessment  rate  provisions,  SAIF  member  institutions  were placed at a
competitive  disadvantage based on higher deposit insurance premium On September
30, 1996,  President  Clinton signed banking  legislation to resolve the deposit
insurance  premium  disparity.  The  banking  package  also  included  extensive
regulatory  relief for banks and  thrifts.  The  BIF-SAIF  package  contains the
following core elements for resolving the deposit premium disparity:
        Special  Assessment.  A one-time special assessment on SAIF deposits was
imposed to bring the fund's reserve  ration to the statutory  1.25 percent.  The
assessment rate was approximately  65.7 basis points on deposits as of March 31,
1995.  The bill  clarifies  that the special  assessment is  deductible  for tax
purposes in the year paid.  The special  assessment  amounted to $350,000 to the
Bank and is reflected in the current  financial data reported as of December 31,
1996.

                                       14
<PAGE>


MANAGEMENT'S DISCUSSION (CONT.)


        FICO Sharing.  Pro-rata sharing of the Financing Corporation  obligation
among  BIF-SAIF  members  will begin by January l,  2000.  This  obligation  was
previously paid by only SAIF members.  SAIF members will have paid the full $780
million  amount of the FICO  obligation  for this year.  From 1997 through 1999,
partial  sharing will occur,  with SAIF deposits  assessed 6.44 basis points and
BIF deposits 1.29 basis points.

        SAIF and BIF Rates.  Through  December 31, 1998, the assessment rate for
SAIF deposits cannot be lower than the rate for BIF deposits.

        Reserve  Ration,  Rebates  The  FDIC  is  prohibited  from  setting  the
semiannual  assessment at a rate in excess of what is needed to maintain or meet
the required reserve ratio. Until the funds are merged, the FDIC is permitted to
rebate or credit excess premiums to BIF members only.

        Deposit Migration For a three-year  period,  the banking  regulators are
authorized  to  prevent   SAIF-insured   institutions   from   "facilitating  or
encouraging" customers to shift their deposits to BIF-insured affiliates for the
purpose of evading the SAIF premium.
MANAGEMENT'S DISCUSSION (CONT.)

        Funds Merger.  The BIF and SAIF  insurance  funds will merge to form the
Deposit Insurance Fund on January 1, 1999, if there are no savings  associations
(not  including  state savings  banks) in existence on that date. The statute is
silent on when, how or if rechartering will occur.

        Timetable.  Pro-rata  FICO  sharing  will  begin and the ban on  deposit
shifting  will end on the earlier of January 1, 2000,  or when the last  savings
association ceases to exist.

        Charter  Reform.  The  Treasury  Department  is  directed  to  report to
Congress by March 31, 1997,  with its  recommendations  on a common  charter for
banks and savings institutions.

BIF-SAIF RECAPITALIZATION ANALYSIS

Assuming the Bank's deposits to be approximately $60 million:

        The added cost in 1996 is

               $350,000 special assessment provided for as of December 31, 1996.
      less       32,000 in fourth quarter refund in 1996
               $318,000 in added premium for 1996

        Premium Savings in Future Years

        Assume that the present SAIF premium  schedule  would  recapitalize  the
SAIF in 2003.  At that point the lowest "pure FICO" SAIF  premium  would drop to
only 16 basis points. Thereafter, the SAIF premium would stay at 16 basis points
until 2017 when the FICO bonds begin to mature, and SAIF premiums can decline to
the same level as BIF premiums.  (All this  analysis  presumes that the current,
essentially  zero, loss rate for both BIF and SAIF continues,  or  alternatively
that BIF and SAIF rates are equal over time.)
This establishes the SAIF rates without the new law.

        Under the new law, SAIF  premiums will 6.4 basis points for 1997,  1998,
and 1999.  Then pro rata FICO  sharing  begins.  The premium is 2.4 basis points
until 2017, when the FICO bonds begin to mature.


                                       15
<PAGE>


MANAGEMENT'S DISCUSSION (CONT.)


        For approximately $60 million of deposits,  the annual savings from 1997
onwards are:

        $100,000 for 6 years        =  $  600,000
        $  82,000 for 15 years      =  $1,230.000
        $  33,000 for 1 year        =  $   33,000
        $    9,000 for 1 year       =  $    9,000
                                       ----------
                      Total Savings    $1,872,000

        Thus,  the  undiscounted  savings  are over five times  larger  than the
up-front cost. The pay-back period is under four years. On a more  sophisticated
present value basis, if the recapitalization  payment is viewed as an investment
and the return as the lower  stream of  premium  payments,  the annual  yield or
internal  rate of return is almost  exactly 25%.  (Source:  America's  Community
Bankers) The present  value of the lower  stream of premiums  using a 10% annual
interest rate assumption would be approximately $792,000 compared to the present
cost of  $318,000.  This  presentation  assumes  that the SAIF fund  would  have
remained  viable  over that 23 year  time  period  and its  members  would  have
accepted the premium  disparity and not have  developed ways to exit the fund to
avoid payment.


FDI Act

        Under the FDI Act,  insurance of deposits may be  terminated by the FDIC
upon a finding that the institution has engaged in unsafe or unsound  practices,
is in an unsafe or unsound  condition  operations or has violated any applicable
law, regulation,  rule, order or condition imposed by the FDIC or the Department
of Financial Institutions. Management of the Bank does not know of any practice,
condition or violation that might lead to the termination of deposit insurance.

        On October 5, 1994,  the FDIC  issued an  "Advanced  Notice of  Proposed
Rulemaking"  pursuant  to which the FDIC is  soliciting  comments on whether the
deposit-insurance   assessment  base  currently   provided  for  in  the  FDIC's
assessment regulations should be redefined. As a result of the recent transition
to a  risk-based  deposit  insurance  system,  effective  January 1,  1994,  the
assessment  base,  which had been determined by statute pursuant to the FDI Act,
is now determined by the FDIC by  regulation.  At present,  however,  the FDIC's
assessment  base  regulations  continue to be based on the statutory  provisions
under the FDI Act.  Under current law,  insurance  premiums paid to the FDIC are
calculated by multiplying the institution's  assessment base (which equals total
domestic deposits, as adjusted for certain elements) by its assessment rate.

        Considering the change to the new deposit insurance system, developments
in the  financial  services  industry,  changes in the  activities of depository
institutions  and  other  factors,  the  FDIC  seeks  comments  on  whether  the
assessment  base  should be  redefined.  The FDIC has stated  that review of the
definition of "assessment  base" does not signal any intent to enhance the total
dollar amount of assessments  collected,  but that such  redefinition may impact
the  assessments  paid  on  an  institution-by-institution  basis.  Until  final
regulations are adopted affecting the definition of an institution's  assessment
base,  the Bank cannot  predict  what impact  such  regulation  may have on Bank
operations.

Asset/Liability Management

Asset/liability management is an ongoing process of matching asset and liability
maturities  to reduce  interest rate risk.  Management  attempts to control this
risk through pricing of assets and  liabilities and maintaining  specific levels
of maturities.  In recent  periods,  management's  strategy has been to (1) sell
substantially  all new  originations  of  long-term,  fixed-rate  single  family
mortgage loans in the secondary  market,  (2) invest in various  adjustable-rate
and  short-term   mortgage-backed   and  related   securities,   (3)  invest  in
adjustable-rate,

                                       16
<PAGE>

MANAGEMENT'S DISCUSSION (CONT.)

single  family  mortgage  loans,   and  (4)  encourage  medium  and  longer-term
certificates of deposit. The Company's estimated cumulative one-year gap between
assets and  liabilities  was a negative  3.9% of total  assets,  at December 31,
1996. A negative  gap occurs when a greater  dollar  amount of  interest-earning
liabilities  than  interest-bearing  assets are  repricing or maturing  during a
given time period. The Bank's three-year cumulative gap as of December 31, 1996,
was a negative  13.2%.  During  periods  of rising  interest  rates,  a negative
interest  rate  sensitivity  gap will tend to  negatively  affect  net  interest
income.  During  periods of falling  interest  rates,  a negative  interest rate
sensitivity gap will tend to positively affect the net interest income.

Management believes that its asset/liability  management strategies have reduced
the potential effects of changes in interest rates on its operations.  Increases
in interest  rates may  increase net interest  income  because  interest-earning
assets  will  reprice  more  quickly  than  interest-bearing   liabilities.  The
Company's  analysis of the  maturity  and  repricing  of assets and  liabilities
incorporates  certain assumptions  concerning the amortization and prepayment of
such assets and liabilities.

Management  believes that these  assumptions  approximate  actual experience and
considers them  reasonable,  although the actual  amortization  and repayment of
assets and liabilities may vary substantially.


Management Strategy

Asset Quality

The Company  emphasizes high asset quality in both its investment  portfolio and
lending activities.  Non-performing assets have ranged between 0.54% and 2.1% of
total assets during the last five fiscal years and were 1.54% of total assets at
December 31, 1996.  Cumulative gross charge-offs over the last five fiscal years
of $464,000 were due primarily to commercial loans made in the mid-1980s.  As of
September 30, 1996,  the Board of Directors  increased  the quarterly  loan loss
provision  $19,000 to $25,000 the three months ended  September  30, 1996,  from
$6,000 for the three months ended June 30, 1996. The increase reflects the Board
of Directors'  recognition  of a commercial  loan that appeared on the September
30, 1996, watch list for the first time.  Unable to make an informed estimate of
the loss potential,  the Board decided to establish an increased  quarterly loss
allowance until more  information is available to make a reasonable  estimate of
any  losses  that may  occur  (See  Part II,  Item 1,  Legal  Proceedings).  The
Company's  allowance for loan losses at December 31, 1996,  totaled  $479,000 or
103.2% of  cumulative  gross  charge-offs  during  the last five  fiscal  years.
Management  currently  believes  the  allowance  for loan losses at December 31,
1996, is at an adequate level and that future provisions for loan losses will be
at levels  necessary only to cover  charge-offs  and general  increases in gross
loans.

        Total  non-performing loans increased from 31 loans totaling $372,000 at
December 31, 1995, to 58 loans totaling  $1,396,000 at December 31, 1996.  Total
non-performing  assets increased from 37 items totaling $531,000 at December 31,
1995,  to 63  items  totaling  $1,482,00  at  December  31,  1996.  Total  loans
delinquent 31--89 days increased from 69 loans totaling $1.7 million to 83 loans
totaling $2.1 million.  With the exception of the  commercial  loan discussed in
Part II, Legal Proceedings,  that represents $536,000 of the total, the increase
in  the  number  of  delinquent  loans  is  concentrated  in the  consumer  loan
department.  Delinquencies  were created by certain  deficiencies in dealer loan
policies that subsequently have been revised.


                                       17
<PAGE>


MANAGEMENT'S DISCUSSION (CONT.)


Management  views the increase as a major area of concern  warranting  increased
scrutiny.  However,  the latest available peer group comparison of nonperforming
loans and real estate owned as a percentage of total loans and real estate owned
as prepared by America's  Community Bankers at June 30, 1996, was 1.58% of total
loans on a nation  wide basis and 1.38% by asset size.  Nonperforming  loans and
real estate  owned as a  percentage  of total loans for the Company was 1.89% at
December 31, 1996,  compared to 0.77% at December 31, 1995.  As a percentage  of
assets,  non-performing assets increased to 1.54% at December 31, 1996, compared
to 0.64% at December 31, 1995.


Selected Financial Ratios and Other Data:          At or For the

                                      Three months ended     Nine months ended
                                         December 31,           December 31,

Performance Ratios                    1996          1995     1996         1995
                                      ----          ----     ----         ----

Return on average assets              1.04%         0.85%    0.69%        1.09%
Return on average equity              8.47%         5.67%    5.50%        6.92%


                                       18
<PAGE>

<TABLE>

MANAGEMENT'S DISCUSSION(CONT.)
Average Balance Sheet

                                            Three Months Ended December 31,                  Nine Months Ended December 31,
                                             1996                     1995                    1996                    1995
<CAPTION>                        
                                   Average                   Average                 Average                Average
                                     Out-  Interest Average    Out- Interest Average   Out- Interest Average  Out-  Interest Average
                                  standing  Earned/ Yield/  standing Earned/ Yield/ standing Earned/ Yield/ standing Earned/  Yield/
                                   Balance   Paid    Rate    Balance  Paid    Rate   Balance  Paid    Rate   Balance  Paid     Rate
                                   -------   ----    ----    -------  ----    ----   -------  ----    ----   -------  ----     ----
<S>                                  <C>     <C>     <C>    <C>      <C>    <C>
                                                                            (Dollars in thousands)
Assets
 Interest-earning assets:
 Mortgage loans                      $66,518 $1,430  8.60%  $57,184  $1,245   8.71% $63,599  $4,110   8.62%  $54,576 $3,585   8.76%
 Commercial loans                      4,485     89  7.97     4,121     125  12.13    4,473     315   9.40     3,856    345  11.93 
 Consumer loans                        7,729    188  9.74     6,465     157   9.71    7,542     553   9.78     5,767    423   9.78
                                       -----    ---  ----     -----     ---   ----    -----     ---   ----     -----    ---   ----
  Total loans                         78,732  1,708  8.68    67,770   1,527   9.01   75,615   4,979   8.78    64,199  4,353   9.04
Mortgage-backed securities             7,640    139  7.29     5,641     119   8.44    7,742     421   7.25     4,564    252   7.36
Interest-bearing deposits in other
 financial institutions                  339      4  4.96       304       3   3.95      530      20   5.00       488     21   5.74
Securities held for sale               2,829     38  5.33     3,013      38   5.04    2,929     117   5.33     2,928    112   5.10
Federal Home Loan Bank stock             822     14  6.96       521       7   5.37      721      36   6.72       472     21   5.93
                                         ---     --  ----       ---       -   ----      ---      --   ----       ---     --   ---- 
 Total interest-earning assets        90,362  1,903  8.43%   77,249   1,694   8.77%  87,537   5,573   8.49%   72,651  4,759   8.73%
Non-interest earning asset             5,216                  4,306                   5,593                    3,668
                                       -----                  -----                   -----                    -----
 Total assets                        $95,578                $81,555                 $93,130                  $76,319
                                     =======                =======                 =======                  =======

Liabilities and Stockholders' Equity
 Deposits:
  NOW accounts                        $9,041     37   1.66%  $8,663      45   2.08%  $9,038     115   1.70%  $11,229     127  1.51%
  Money market deposit accounts        4,786     57   4.77    1,503      21   5.59    3,836     137   4.76       621      25  5.37
  Passbook                             6,319     36   2.25    7,074      45   2.54    6,760     115   2.26     7,033     132  2.50
  Certificate of deposit              42,291    608   5.70   38,069     580   6.09   41,828   1,798   5.73    34,666   1,646  6.33
                                      ------    ---   ----   -------    ---   ----   ------   -----   ----    ------   -----  ----
   Total deposits                     62,438    738   4.72   55,309     691   5.00   61,463   2,165   4.70    53,549   1,930  4.81
 Advances and other borrowings        21,023    314   5.97   13,052     198   6.07   19,970     869   5.80    10,155     481  6.32
                                      ------    ---   ----   ------     ---   ----   ------     ---   ----    ------     ---  ----
  Total interest-bearing liabilities  83,461  1,051   5.04%  68,361     889   5.20%  81,433   3,033   4.97%   63,704   2,411  5.05%
 Non-interest bearing liabilities(1)     408                  1,134                     599                      416
 Stockholders' equity                 11,709                 12,060                  11,719                   12,199
                                      ------                 ------                  ------                   ------
  Total liabilities and                        
   stockholders' equity              $95,578                $81,555                 $93,130                  $76,319
 Net interest income/                =======                =======                 =======                  =======
   interest rate spread(2)                     $852   3.39%            $805   3.57%          $2,540   3.52%           $2,348  3.69% 
 Net earning assets/                           ====   =====            ====   =====          ======   =====                   =====
   net interest margin(3)             $6,901          3.77%  $8,888           4.17%  $6,104           3.87%   $8,947          4.31%
 Average interest-earning assets to   ======          =====  ======           =====  ======           =====   ======          =====
  average interest-bearing liabilities  1.08                   1.13                    1.07                     1.14
                                        ====                   ====                    ====                     ====

     ---------
(1)  Includes non-interest bearing checking accounts.
(2)  Interest rate spread represents the difference between the average yield on interest-earning assets and the average rate on
      interest-bearing  liabilities.
(3) Net interest margin represents net interest income divided by average interest-earning assets.

</TABLE>


<TABLE> <S> <C>


<ARTICLE>                            9                             
<MULTIPLIER>                         1000
       
<S>                                <C>
<PERIOD-TYPE>                        9-MOS
<FISCAL-YEAR-END>                    MAR-31-1997
<PERIOD-END>                         DEC-31-1996    
<CASH>                               1,195          
<INT-BEARING-DEPOSITS>               2,217         
<FED-FUNDS-SOLD>                        0          
<TRADING-ASSETS>                        0        
<INVESTMENTS-HELD-FOR-SALE>          3,019          
<INVESTMENTS-CARRYING>               7,567          
<INVESTMENTS-MARKET>                 7,584          
<LOANS>                             78,239           
<ALLOWANCE>                            479       
<TOTAL-ASSETS>                      96,518           
<DEPOSITS>                          62,440           
<SHORT-TERM>                        12,342           
<LIABILITIES-OTHER>                    495           
<LONG-TERM>                          9,414         
                    0        
                              0        
<COMMON>                             1,033          
<OTHER-SE>                          10,794          
<TOTAL-LIABILITIES-AND-EQUITY>      96,518          
<INTEREST-LOAN>                      4,979         
<INTEREST-INVEST>                      594       
<INTEREST-OTHER>                         0         
<INTEREST-TOTAL>                     5,573          
<INTEREST-DEPOSIT>                   2,165          
<INTEREST-EXPENSE>                   3,034          
<INTEREST-INCOME-NET>                2,539         
<LOAN-LOSSES>                           56         
<SECURITIES-GAINS>                       0         
<EXPENSE-OTHER>                      2,078          
<INCOME-PRETAX>                        832           
<INCOME-PRE-EXTRAORDINARY>             483         
<EXTRAORDINARY>                          0          
<CHANGES>                                0           
<NET-INCOME>                           483           
<EPS-PRIMARY>                          .55          
<EPS-DILUTED>                          .55          
<YIELD-ACTUAL>                         352         
<LOANS-NON>                          1,388          
<LOANS-PAST>                            11         
<LOANS-TROUBLED>                         8          
<LOANS-PROBLEM>                          8         
<ALLOWANCE-OPEN>                       433         
<CHARGE-OFFS>                           33          
<RECOVERIES>                            23          
<ALLOWANCE-CLOSE>                      479        
<ALLOWANCE-DOMESTIC>                     0        
<ALLOWANCE-FOREIGN>                      0        
<ALLOWANCE-UNALLOCATED>                  0        
        


</TABLE>


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